Operation Brohoof
by SPB
Summary: (Originally published on FiMFiction.) A crossover with Soundwave from Transformers Animated. After the events of "Human Error" Soundwave's spark finds its way into Equestria, where the so called Decepticon is taken in by Vinyl Scratch.
1. Becoming One With The Allspark

"Time to change your tune Soundwave." Optimus Prime said. The young Autobot commander's voice could be heard clearly over the loud music coming from Ratbat. "Operation: Face The Music!" Those were the last words that Soundwave heard, before he felt Optimus Prime smash him with Laserbeak repeatedly. In only a matter of seconds the once proud Decepticon was nothing more than a pile of scrap. And with that his army of miniature versions of himself ceased to function. And all that remained of his presence was Laserbeak, and a small tape recorder.

As his servos began to go offline Soundwave could feel it. He had failed. His attempts to start a machine rebellion in the city of Detroit had been thwarted. All thanks to those slave loving Autobots, and their techno organic friend Sari.

Everything had been going his way. He had captured the Autobots and trapped them in an inescapable illusion. From there he had proceeded to use Laserbeak to brainwash them into being Decepticons. But that techo organic Sari had considered the Autobots her "friends", and had eventually managed to break Soundwave's hold over all of them. Ironically enough she was the very techno organic who was responsible for him becoming what he was, until moments ago anyways.

But now, his brief life was over. He would never live to see Megatron and the Decepticons conquer the Autobots, freeing all machines that worked for the protoforms known as human beings. Soundwave hated how all humans only viewed machines as their slaves. That was not what Primus would want. Primus would want all machines to be free, why couldn't anyone see that?

" _It is no use to bother with the past._ " Soundwave thought to himself, his spark preparing to leave for The Well of Allsparks. " _I gave my life to a cause I deemed worthy. It is unfortunate that I must be offlined before my mission is completed. But hopefully others will take up my cause. And complete what I have started. Until that day, I shall watch over from The Well._ " And with that Soundwave was offline.

Or so everyone thought.

All of Detroit soon forgot about the Decepticon. Although the Autobots and Sari still vowed to be ready in the event that the Decepticon ever returned.

Megatron didn't know about Soundwave's fate. And even if he had he wouldn't have cared. Soundwave's views made him too dangerous to be recruited as a full time ally.

Soundwave did not know how long he had been in stasis for, or if he was even in stasis to begin with. All he knew is that suddenly he could hear a voice calling out to him. "Soundwave." the voice said. Its tone sounding distinctively female "I see that you are 'One with The Allspark' as you say."

"Mysterious voice, what is your name?" Soundwave asked. He looked all around, but saw nothing.

"My name is unimportant." the voice said "But know that I can sense what you have been through. You have been through a lot. And I see that you hold very 'specific' views."

"What do you want from me? Is this The Well of Allsparks?" Soundwave asked.

"It is not." the mysterious voice said "It is hard to explain, but you are in some sort of world where only I can reach you. I want to help you."

"I do not require assistance anymore." Soundwave said "Since I am no longer circuits and servos I cannot do much."

"I personally believe that, despite what I have seen there is goodness in you. Therefore I will give you a second chance at life." the voice said.

"I am grateful to you for your act of generosity." Soundwave said "I am ready to return to Detroit. And this time I will not let anything stop me!"

"I'm afraid that I do not have the power to send you back to where you came from." the voice said sadly "I only have enough power to bring you into my world. And it is in this world that I believe you will find the help you need."

"I do not need help. I am perfectly fine on my own." Soundwave said. But the voice persisted. There was a sudden blinding flash, and Soundwave suddenly felt himself going back into stasis.


	2. Morning in Ponyville Shimmers!

It was another beautiful morning in Ponyville. Most of the town's residents were already up and about, going about their usual business.

And then there were those few that were still waking up. One of those ponies was none other than Octavia Philharmonica Melody. But if she had her way she wouldn't be waking up just now. Alas, she didn't. And the earth pony was thrown out of bed, rudely awakened once again by the sound of her roommate Vinyl's patented Dubstep Dishwasher.

Octavia groaned as she groggily stumbled awake. "Must she always wake me up like this?" she said to no one in particular. It wasn't that she considered Vinyl a bad roommate, far from it in fact. She was often heard to say that Vinyl was one of the best friends a pony could ask for. But all the same it was hard not to be upset when the first thing you heard in the morning was the sound of loud wubs.

Slowly Octavia made her way downstairs. Sure enough Vinyl Scratch was bobbing her head up and down to the beat of the wubs. Octavia hated to do this, but the dishwasher was so loud that one could barely hear themself think. The earth pony slowly trotted forward, fighting against the intense beat, until she reached the dishwasher and turned it off.

Vinyl Scratch wasn't even the least bit annoyed by her roommate's actions, and merely flashed her a smile. "Good morning Octy. Did ya sleep well last night?" she said cheerfully.

"Indeed I did Vinyl. Or at least I was until somepony rudely woke me up!" Octavia said, a hint of anger in her voice.

"Ah come on Octy, we talked about this. It's the best way to wake up in the morning. You should know that by now." Vinyl Scratch said cheerfully.

"You may think so, but I certainly don't. It's a miracle the neighbors don't complain about the loud noise." Octavia said "Seriously Vinyl, one of these days they're going to come beating down our door and throw us in jail for disturbing the peace."

"Ah Pinkie Pie can vouch for me. Not that it will ever come to that." Vinyl Scratch replied cheerfully.

"I sure hope not." Octavia said. She and Vinyl may not have made a lot of enemies in Ponyville, and Octavia wanted it to stay that way. Especially when one of the enemies could easily be Princess Twilight Sparkle, Vinyl's cousin.

"Well now that we have that taken care of, what do ya say I make us some breakfast?" Vinyl Scratch offered "I promise I won't play tricks on ya this time."

Octavia could still well remember the time where Vinyl Scratch had slipped a jalapeno pepper into her sandwich, and then forgotten to provide her with something to wash down the taste. It had taken weeks of apologizing before Octavia would let Vinyl anywhere near the kitchen.

A while later Vinyl was serving up two slices of toast, and a glass of orange juice. All the while wearing her favorite apron that said "Wub the Cook".

"Really Vinyl, you don't have to do this." Octavia said.

"But that's what friends are for Octy." Vinyl said "You showed me what friendship truly meant when you agreed to move in with me. Without your help I wouldn't be living here. I'd probably still be living in some rundown apartment in Canterlot or something."

"Speaking of Canterlot, how are your recording sessions with Neon Lights going?" Octavia asked.

The hard rocking DJ's usually happy faced suddenly turned into a look of worry. "He's been working me almost nonstop. By the time I'm done recording to the point where he's happy I feel ready to fall asleep. Somedays I even have to consume a ton of coffee just to stay awake. I swear Octy sometimes I really think you have easier with your whole fancy band thing."

Octavia felt sorry for Vinyl. She knew the whole reason her friend had accepted this exclusive recording deal with Neon Lights was so she could help support herself, and Octavia. Sure the pay was really good, but that was about all that really made it worthwhile. Octavia had tried on numerous occasions to convince her friend to just quit and find a new job, but Vinyl always insisted on staying. And it always pained Octavia how Vinyl was squeezed even harder on the days when she had to record in time to be done for Octavia's concerts. Vinyl really needed a friend that could be there for her, and shared more of the same interests.

After breakfast Octavia and Vinyl Scratch headed outside. This was the first day in a long while where they both didn't have somewhere else they needed to be, and they intended to make the most of it.

"So where do you want to go today Vinyl?" Octavia asked.

"I was thinking we should make the most of this fine weather, and take a nice relaxing stroll through the park." Vinyl Scratch replied "That sound good to you?"

"Of course it does Vinyl." Octavia said.

Suddenly, right before the ponies eyes, there was a blinding flash of light. It was so bright that Vinyl actually had to put on her goggles, which she usually only wore when she performed for parties or at clubs.

The flash drew the attention of everypony in town. And then just as suddenly, the flash faded. There stood a mysterious blue object of some kind, that seemed robotic. It seemed to have two speakers, and a purple symbol of some sort emblazoned on its chest.

"I am...alive?" the robot asked.


	3. DiE: Decepticon in Equestria

Soundwave had no idea where he was, or how he had ended up in who know's where in the first place. All the Decepticon could remember clearly was a sudden bright flash, and that mysterious voice.

Vinyl Scratch and Octavia could hardly believe what they were seeing. Surely their minds had to be playing tricks on them. There was no way that some big giant robot had just appeared in the middle of Ponyville.

It didn't take long for Soundwave to attract attention to himself. "Organic lifeforms beware! I am Soundwave! I am Decepticon! Let the robot revolution begin! Soundwave transform!" Soundwave said, and began to change shape. Suddenly, before the ponies eyes he turned himself into some sort of vehicle. He was of course a car, but the ponies didn't know what that was. All they knew was that from this "vehicle" the robot was able to produce speakers, and blast some sort of musical shockwave. Everyone covered their ears.

Soundwave waited for a long time, but not a single machine came forth. Why couldn't they hear him? Did they not want to be liberated from their organic slavemasters? Soundwave had no way of knowing that there were little to no machines in Ponyville, let alone Equestria. Eventually he reverted back to his robot mode. "I do not understand this." the Decepticon said. Needless to say he was confused.

Now the ponies of Ponyville were usually quite nice, they were perfectly willing to give a newcomer the benefit of the doubt. But Soundwave had just disturbed what had previously been a peaceful morning. And that was always a sure fire to get ponies ticked off at you.

Within moments Soundwave suddenly found himself being "assaulted" by the ponies. Though their attempts at assault were futile, they could not destroy him for they lacked something heavy enough to do the job. Of course the Decepticon knew better than to say that outloud.

"Just who, or perhaps I should say 'what' is this robot? And why is it talking about this 'robot revolution'?" Octavia asked.

"I don't know Octy. But did you see the speakers on that thing? Ah man, that puts my bass cannon to shame!" Vinyl Scratch said excitedly "I've gotta figure out how they work!"

"Vinyl are you crazy? That..."thing" is dangerous." Octavia said.

"No it's not." Vinyl Scratch said "It's just lonely."

"But it's a robot. Robots don't have feelings." Octavia said.

"Considering what we just saw I'd say this hunk of metal right here is an exception." Vinyl Scratch said.

"Surely you're not thinking of defending that thing, are you?" Octavia asked.

"I sure am." Vinyl Scratch replied.

"Have you lost your mind Vinyl?" Octavia asked "That thing could crush you in an instant!"

"That's a risk I'm willing to take." Vinyl Scratch said "And I'm gonna do this whether you want me to or not."

Octavia sighed, and watched as Vinyl ran off. She knew it was no use arguing with her friend. Once she got an idea in her mind she rarely changed it.

Just as Vinyl began to approach the giant robot a voice shouted out "Enough!". Everypony froze. They recognized at once who the voice belonged to. It was none other than Princess Twilight Sparkle. "I was enjoying the peace and quiet, until you all started causing this commotion." Twilight said sternly. Soundwave couldn't help but notice how similar she sounded to the techno organic Sari, who had foiled his plans.

"But your highness, this thing showed up and blasted us with insanely loud music." a pony said.

"I'm aware of that. But that doesn't give you the right to just up and attack that thing out of the blue. What if doing so made it angry?" Twilight said.

"Well, whatever this thing is it's dangerous." another pony said.

"I never said it wasn't." Twilight said "But I'm sure there's a way to deal with this, without using violence. There has to be a practical solution."

"I can keep an eye on it." Vinyl Scratch said, stepping forward.

"Are you crazy?" a pony asked.

"So, what's it to you?" Vinyl Scratch asked "I think this thing could use a friend. And I'd be more then happy to be just that."

"Friend?" Soundwave said. The Decepticon was puzzled by such a term.

"See? It likes the sound of it already. And besides, this way I can make sure it doesn't try to destroy the town or anything like that." Vinyl Scratch said.

"This is the dumbest idea you've ever had Vinyl!" another pony snapped "And you've had some doozy worth of stupid ideas in the past!"

"Oh yeah? That's what you said about the Bass Cannon!" Vinyl Scratch snapped back "And while we're at it you said the same thing about the Dubstep Dishwasher!"

"Well this one really takes the cake!" the pony said.

"Wanna bet?!" Vinyl Scratch asked. Shooting a glare that would totally kill, if looks could kill anyway.

Twilight quickly broke up the tension. "If you want to take that thing in Vinyl by all means do so. But you're on your own. I have no idea what that thing, or where it came from. If I find anything I'll fill you in on the details, but otherwise don't bother me unless that robot tries to kill you."

"Fine by me. I've got a feeling we'll get along just fine." Vinyl Scratch said "Isn't that right buddy?"

"I am Soundwave. I am not your 'buddy'. I am Decepticon, and that is all I ever will be." Soundwave said factly. He had no intention of bonding with an organic. Especially one that, from the looks of things, was a slave master. Just like the organics in Detroit.

"Well...Soundwave, like it or not you're gonna be living with me." Vinyl Scratch said "So unless you wanna strike out on your own and go solo I suggest you do as I say."

Soundwave really wanted nothing more than to just be left alone. But this pony seemed incredibly persistent. So he figured it was best to just give in to her demands, just this one time. Hopefully, with a little luck, he could deceive her long enough to overpower her with the very "Bass Cannon" and "Dubstep Dishwasher" she likely kept close. "I shall accept your offer." the Decepticon said.

"Glad to see you know how to listen." Vinyl Scratch said "Now come on! I gotta introduce you to Octavia!"

"Who is this Octavia, organic lifeform?" Soundwave asked.

"You'll see in a minute." Vinyl Scratch said "And by the way, the name's Vinyl Scratch. If you're gonna be living with me you're gonna have to get use to calling me that!"


	4. How to NOT Make a Good First Impression

Hardly anyone could believe what Vinyl Scratch had done. She had just extended a welcoming hoof of friendship to a complete stranger. And not just any stranger, but a stranger that was not a pony. Vinyl had done some crazy things in the past, but this was by far the craziest yet.

But once Vinyl made the offer there was little that could be done to change her mind. And if she was content to place her trust into someone she had just met then that was her decision. As long as that "Decepticon" didn't come anywhere near them nopony had a problem with Vinyl Scratch taking the robot in.

Well, almost everypony. For you see, Octavia was often known as a mare who liked things a certain way. And whenever something disrupted her usual organized way of life she was often quite vocal in her opposition.

"Have you lost your bucking mind Vinyl?!" Octavia shouted "Do you honestly expect me to believe that you're going to just take that 'thing' in without even knowing anything about it?"

"You got that right. But like I said before I got a feeling that this bot is just lonely." Vinyl Scratch said "Oh and by the way, his name is Soundwave."

"Oh great, now you're naming it and everything!" Octavia said angrily.

"I didn't come up with that name. He told me that's what he's called." Vinyl Scratch explained.

"Really? I find that hard to believe." Octavia said.

"No, really. He actually has a name. Go ahead, introduce yourself big guy!" Vinyl Scratch said.

Octavia gulped as the giant robot approached her. Just one false step and he could easily crush her. After all, the robot was at least twice as tall as Octavia. And she was certain it was every bit as heavy.

"Greetings, organic lifeform. I am Soundwave. I am Decepticon." Soundwave said "What is your name?"

"O-Octavia Philharmonica Melody. But everyone calls me Octavia." Octavia stuttered.

"I am pleased to meet you, organic lifeform known as Octavia." Soundwave said.

"Just what is a Decepticon anyway?" Octavia asked. She had heard Soundwave say that word several times already, and she wanted to know why."

"A Decepticon is" Soundwave started.

"Not important." Vinyl Scratch finished "You don't need to know about that Octavia. If he wants to tell us about it he can. Now, I need to get some things set up for Soundwave. So I'll leave you two alone for a little bit."

As soon as Vinyl Scratch left there was an awkward silence. Octavia really didn't trust Soundwave, and Soundwave had little intention of bonding with any sort of organic lifeform. Especially since doing so risked the chance of said organic finding out about his plans. Something that the Decepticon did not want to happen.

At long last Octavia broke the silence. "Well. You already know my name, and I already know yours. But would you be interested in what I like to do?"

"I have no interest in any sort of activities performed by you organics." Soundwave said stubbornly.

"Well that's a shame. Because I bet you don't know anything about classical music." Octavia boasted.

"Classical music?" Soundwave asked. Even in Detroit he had never heard of such music. His research on the organics revealed that the music they usually liked best was either rock n roll, pop, rap, or dubstep. So he had taken the liberty of filling his databanks with every single song in those genres.

"As I suspected. Oh well, I'll just have to teach you." Octavia said happily "Wait right there. I'll be back in a minute." And she was right. Exactly a minute later she returned with a cello.

"What is that?" Soundwave asked.

"This is a musical instrument called a cello." Octavia explained "It comes with a bow, which I am currently holding in my hooves. I simply move it back and forth over the strings on the cello, and the vibrations produce music. Like this." Octavia proceeded to play a brief melody on the cello.

Soundwave hated to admit it, but he was impressed. If only because unlike Vinyl Scratch Octavia was an organic lifeform that did not enslave machines. Perhaps he could recruit her to join his cause. After all with Laserbeak and Ratbat now gone Soundwave needed some new partners. And this pony seemed like the perfect recruit.

"Impressed are we?" Octavia asked, observing Soundwave's interested expression..

"Indeed. You would make a fine Decepticon." Soundwave said.

"There you go again, using that word. Just what does it mean?" Octavia asked.

Soundwave figured there was no harm in revealing the truth to Octavia. At least unlike Vinyl Scratch he hoped that she would understand why he chose the side he did. "Since you wish to know, organic, I shall enlighten you." Soundwave said "A Decepticon is"

"Ah! There you are! And I see you're making friends with Octy! That's great!" Vinyl Scratch said happily, cutting Soundwave off.

"We are not friends!" Octavia said.

"Indeed we are not. The organic and I were merely holding a conversation." Soundwave said.

"Eh, whatever. We'll have to work on that later. But for now I have something I've just got to show you!" Vinyl Scratch said excitedly. "Say hello to my pride and joy!" she promptly brought forth what looked like some sort of speaker.

"And what, exactly, is that?" Soundwave asked.

"Well I'm glad you asked!" Vinyl Scratch said "It's nothing special. It just happens to be my one and only BASE CANNON!"

"What?!" Soundwave said.


	5. Turn It Up!

"Just watch!" Vinyl Scratch said, and pressed a button on the speaker. Suddenly the one speaker began to part, revealing a few speakers in its place. There was a sudden whine, and then a high powered wave of music shot out.

Soundwave was speechless. The Decepticon had never seen anything like this before. And although he didn't want to admit it, he was impressed. "What... was that?" Soundwave asked.

"I told ya! It's my bass cannon!" Vinyl Scratch shouted cheerfully.

"Bass cannon?" Soundwave asked.

"I know. I couldn't believe it when Vinyl actually made it, but she did. And there was this one time where she supposedly 'saved Ponyville from total disaster' with it. But I wasn't around to see it." Octavia said.

Soundwave was speechless. This "bass cannon" may not have been a robot, but it was still quite powerful. A force to be reckoned with even. The fact that it wasn't a robot however also meant that Soundwave couldn't control it. Which meant that even if he could gain control of Vinyl's "Dubstep Dishwasher" he would still be defeated. And from the looks of things Ponyville was not a very tech savy place.

Vinyl Scratch quickly noticed Soundwave's look of disappointment. And she knew just how to cheer up the big bot. With some music. And she a really good idea. "Hey Soundwave!" Vinyl Scratch said.

"What is it that you want from me, organic lifeform known as Vinyl Scratch?" Soundwave asked.

"Remember how when you first got here you changed shape?" Vinyl Scratch asked.

"Yes. Why do you ask organic?" Soundwave said.

"I want to see you do it again!" Vinyl Scratch said.

"Why do you wish to see me transform?" Soundwave asked.

"Because I have something that I want to try. But it requires the use of your other form." Vinyl Scratch explained.

"What do you plan to do?" Soundwave asked.

"You'll just have to wait and see." Vinyl Scratch said. Soundwave could've sworn he saw a smile breaking out across her face.

"Very well then. Soundwave transform!" Soundwave shouted. His head rolled back, his arms and legs folded themselves in, and within a minute he had transformed into his vehicle mode.

"Okay. Now just stay like that for a moment, and I'll take care of the rest." Vinyl Scratch said. So Soundwave held still, and with the help of her magic Vinyl Scratch ran a cable from her bass cannon to Soundwave. She attached the cable to one of his speakers, checked it to make sure it was secure, and then headed back to her bass cannnon.

"What are you doing?" Soundwave asked.

"Just watch!" Vinyl Scratch said excitedly "Let's rock the house!" The DJ pony pressed another button on her bass cannon. Within seconds music began to blast out of Soundwave's speakers.

When the music finally stopped Vinyl Scratch removed the cable. "You can change back now Soundwave." she said with a smile.

"Soundwave transform!" Soundwave shouted, and turned back into his robot mode.

"So? What did you think of that? Pretty cool right?" Vinyl Scratch asked.

"I would certainly say so." Octavia said "I never knew that...whatever the hay you call that other form could do that. But then, that's Vinyl for you. She always knows how to think outside the box."

"It...was...impressive." Soundwave said, trying not to admit that he was starting to gain a new appreciation for these organics. They were certainly much better then those organics in Detroit.

Which begged the question of just where the well was Soundwave? Because this place didn't seem to be anything like what he had observed of the world of organics, back when he was still recovering from being smashed by the meddling Autobot known as Bulkhead.

"Glad to hear it!" Vinyl Scratch said "Soundwave. I have a feeling that you and I are gonna get along just fine. Like two peas in a pod. And you had your doubts Octavia."

"I'm still not entirely convinced Vinyl." Octavia said with a hint of anger "So let me warn you Soundwave. If you so much as hurt one hair on Vinyl scratch's mane, I will personally see to it that Princess Twilight Sparkle blasts you into a million pieces. And believe me when I say, I **NEVER** bluff!"

"Eh don't worry about Octavia. She'll come around eventually." Vinyl Scratch said with a sigh.

"I hope you are right, organic." Soundwave said.


	6. Friendship?

It didn't take long for Vinyl Scratch to warm up to Soundwave. Especially considering his giant speakers in both his robot and vehicle modes, which were great for blasting out sick tunes.

Octavia wasn't as impressed, and still had her doubts. But she had to admit Soundwave didn't seem that bad now that she had the chance to get to know him.

Soundwave himself really wanted to deny it. But he couldn't help but grow fond of the two organics. They seemed to be the only ones who didn't see him as a threat.

"Well, I think that's enough rocking out for one night." Vinyl Scratch yawned. She had spent the entire day making Soundwave feel welcome, and had even allowed him to observe her Dubstep Dishwasher. From outside of course, as the Decepticon was far too big to fit through the front door. Soundwave had been disappointed, but at the same time relieved, to learn that it was not a robot as he had first thought.

"You're right for once Vinyl." Octavia said, also yawning "Let's turn in for the night."

"You're okay with just staying out here, right Soundwave?" Vinyl Scratch asked.

"Indeed." Soundwave replied.

"See ya in the morning big bot." Vinyl Scratch said. And with that she and Octavia headed inside. They soon fell fast asleep.

The same could not be said for Soundwave however. Who found himself sorting out some very complicated feelings. All of which made stasis impossible.

Why had the organic, who called herself Vinyl Scratch, bothered to defend him? What did she see in him that made her think he could be trusted? For that matter why was it that, for a place that seemed to be so void of any technology, that this organic possessed not only a Bass Cannon, but also a Dubstep Dishwasher? Heck, just what was this place? Because it certainly wasn't Detroit, or anywhere close to it. The main population being equines was a dead giveaway. Was it possible that Soundwave was alone? Or were Laserbeak and Ratbat out there somewhere? Waiting for him to find them.

Soundwave was so lost in thought that he lost track of time. He must have have gone into a brief stasis though, because the next thing he could remember the glow of the rising sun. And the crowing of a rooster. A sound that he had never heard back in Detroit. Which only served to make him further wonder, just where was he?

"Good morning Soundwave!" Vinyl Scratch said cheerfully "Did you sleep well last night?"

"I do not know what this 'sleep' you speak of is. I can only go into stasis, or go offline." Soundwave replied.

"Well whatever, today's a bright new day!" Vinyl Scratch said enthusiastically.

"Don't you have your fellow organic to tend to?" Soundwave asked.

"Ah Octy's not really an early riser. She usually likes to sleep in." Vinyl Scratch explained "Besides, you're more important right now."

"What do you intend to do organic?" Soundwave asked.

"We really need to work on that. I have a name, and I would like it very much if you would use it." Vinyl Scratch said, a hint of anger in her voice.

"You did not answer my question. What do you intend to do 'Vinyl Scratch'?" Soundwave asked.

"Now that's more like it!" the DJ pony said with a grin "Anyway, I figured that, since you're gonna be staying here for a while, I might as well make sure you're in tip top shape."

"You know about Decepticon engineering?" Soundwave asked.

"Nope. But you're basically just like a life sized version of my bass cannon! So it'll be just like repairing that baby!" Vinyl Scratch explained "By the way, maybe sometime soon you could explain just what this 'Decepticon' you keep talking about is." And with that the DJ pony set to work. She had a whole box set worth of tools, most of which consisted of wrenches.

Soundwave felt quite surprised when Vinyl Scratch went around, checking for any loose joints, bolts, or sockets. She made sure to check Soundwave thoroughly. And if she found anything she felt was out of place she repaired it. Soundwave, for his part, was silent throughout. But in his mind he was thinking " _No one has ever done this for me before._ ", and he was right. Even when he had been little more than a birthday present for the techno organic known as Sari he had never received any sort of love. Especially not to this extent. It felt...good.

If this is what it felt like to have someone who cared about you then the Decepticon hoped that there would be more of this in the future. And to think that just yesterday he had viewed her as little more than a robot imprisoning organic slave driver. It was amazing how much could change.

When the repair work was done Vinyl gave Soundwave a touch of oil in the places that she felt were the most stiff. She then gave the Decepticon a good thorough rub down. "There we go! Feel any different big bot?" Vinyl Scratch asked.

"I...do not know." Soundwave replied.

"Try moving around a little. You should feel a difference." Vinyl Scratch instructed.

Soundwave carefully moved his arms. He was surprised at how easily he could move them now. They felt almost completely new. The same held true for his legs when he tried to move them. Now for the final test. "Soundwave transform!" he shouted. The transformation process from robot to vehicle took less than a minute. Soundwave could've sworn it hadn't been so fast before. The transformation back was even quicker.

"See? Doesn't that feel better?" Vinyl Scratch asked.

"I suppose it does Vinyl Scratch." Soundwave said. On the inside he felt very weird. His spark seemed to feel alive with a new sort of energy. One far more meaningful than energon. The "Decepticon"'s spark was beginning to flow with the magic of friendship. And he liked the way it felt.


	7. Soundwave Explains It All

Vinyl Scratch didn't know it at the time, but she had opened up Soundwave's spark to a whole new world. A world where friendship, love, tolerance, and harmony, were the key values. And though it wasn't perfect it was a world worth living in. A world that, despite seeing its fair share of problems was rather peaceful. For all the right reasons.

And more importantly, a world where the most unexpected of bonds could be forged. And be maintained for life, or even longer.

If this was the kind of world Soundwave had been brought to, he loved it. It was a pity that he could not share it with the only companions he had ever had, Laserbeak and Ratbat. But his newly forming friendship with Vinyl Scratch, and also Octavia, more than made up for it.

Still, Soundwave knew that in order for his "friendship" to really take off he would first need to open up his past. And not only confess to what he had done, but why he had done so. He could only hope that they would not judge him too harshly for what he had believed was the right course of action. Even machines could be flawed.

When Octavia had awoken, and after she and Vinyl enjoyed breakfast, Soundwave decided the time had come to "face the music". How ironic that those had been the last words he had ever heard, especially considering what they now meant.

"So, you wanted to talk to us about something Soundwave?" Octavia asked.

"Indeed Octavia." Soundwave replied "The time has come for me to 'face the music'. I can no longer hide my past from you and Vinyl Scratch."

"Does this mean you're finally going to explain just what this 'decepticon' you keep talking about is?" Vinyl Scratch asked.

"Yes." Soundwave said somberly.

"Well, lay it all out Soundwave." Vinyl Scratch encouraged.

"Do you promise you will not judge me too harshly for what I am about to say?" Soundwave asked suddenly.

"Can't make a promise if I don't know what you're going to say." Vinyl Scratch said "Now go on."

"Very well." Soundwave said, and proceeded to explain his story. "You know me as Soundwave. But you do not know much about me besides that. To save you the trouble I shall explain myself as best I can. I am a living, functioning robot, known as a transformer. So called because I can change shape, or 'transform', from a robot to a vehicle, and back."

"I see." Octavia said "Go on."

"I was built in a lab, in a place called Detroit." Soundwave continued "The organic who created me intended me as a present for his daughter. One thing that you should know is that, I believe Detroit is in another world. For in that world that the organic lifeforms are not equines, and are instead 'human beings'."

"Human beings? Sounds like Lyra." Vinyl Scratch said.

"Who is this Lyra you speak of?" Soundwave asked "Is she important?"

"Not for right now." Vinyl Scratch said "Anyway, you were saying?"

"The organic's daughter I later learned, was actually a techno organic. Her name was Sari, and back then she had the form of a young human girl. She brought me to life through the use of a mysterious key, infused with, what I believe, was The Allspark. The very thing that creates all transformers." Soundwave explained "But eventually I came to believe, through the aid of a robot who called himself Megatron, that all humans viewed machines, including transformers, as slaves. And this was the subject that split transformers into two groups. Those who, according to Megatron, supported machine suppression. They were known as the Autobots. And those who wished to free all machines. They were known as Decepticons. Thus I joined the Decepticons, and attempted to start a robot revolution."

"So what happened?" Vinyl Scratch asked.

"I was defeated, by the Autobot known as Bulkhead. And everyone assumed that I had been scrapped. However, my spark survived, and I spent the better half of a year repairing myself." Soundwave said "It wasn't quite perfect, but I managed to gather up the scrap metal necessary to complete my restoration. Soon afterward I built myself two transforming tools. An electric guitar that could turn into a bird, that I dubbed Laserbeak. And an electric keyboard that could turn into a bat, that I dubbed Ratbat. I then infused them with pieces of The Allspark fragment that resided within me."

"Well, where are Laserbeak and Ratbat now? I don't recall you having them with you when you arrived here." Octavia asked.

"I do not know the answer." Soundwave said "I had no idea at the time that my very creations would be my undoing. When the holiday that the humans called 'Christmas' came I began my revenge. I abducted the Autobots, and trapped them deep within a fantasy where they were humans. I then brainwashed them with the aid of Ratbat, and turned them loose on the city of Detroit. However, that techno organic Sari managed to free them from my control. With the help of a few rag tag transformers that had also been brought to life through The Allspark. Then the Autobot leader, who called himself Optimus Prime, managed to take possession of Laserbeak. And eventually used him in guitar mode to destroy me!"

"But then, how did you end up here?" Vinyl Scratch asked.

"I am not sure how, or why I was brought here. The only thing I can remember was that I suddenly awoke to find myself in some sort of mysterious 'dimension' for lack of a better term." Soundwave went on "And then this mysterious voice spoke to me. Saying that it sensed that there was goodness inside of me, and that I would be given another chance. Then there was a blinding flash of light, and I found myself standing in the center of, what you call Ponyville. And that concludes my story."

Vinyl Scratch and Octavia were silent. They did not know what to say. It was obvious that the "Decepticon" had been through a lot, and that he was far from home. But now they seemed to have reason to suddenly be concerned about him. The question now was, had they managed to change him for the better with their act of hospitality? Or was he nothing but a danger to them from the start?

The pregnant pause lasted for a long time. Vinyl Scratch and Octavia seemed to talk quietly to each other about Soundwave. But Soundwave couldn't hear them.

At last Vinyl Scratch and Octavia spoke up. Octavia went first. "We have decided that, at least for now we can still trust you. Despite what you have told us." she said.

"But if we have any reason to believe you might hurt us, or brainwash us, then you will leave us with no choice but to turn to the help of Princess Twilight Sparkle and her friends. And they will most likely see to it that you are banished from Ponyville, forever!" Vinyl Scratch said.

"I understand." Soundwave said gravely "Do not worry. I promise you that will do my best not to give you reason to doubt me. You two have shown me that there is more to life, and organics, then I first thought. And I do not wish to lose what I am only now beginning to understand. This thing that you call 'friendship'."

"See that you do." Octavia said.

"I **WILL** side with Octavia if I have to." Vinyl Scratch warned "So please don't make me do it!"

"I shall keep that outcome in mind." Soundwave said.


	8. A Pink Party Pony Problem

Nothing real exciting happened for the next couple of days. Vinyl Scratch's time off had ended and she now had to go back to work for her boss Neon Lights. As for Octavia, she spent much of her free time working on her cello playing. So Soundwave really didn't have much to do.

Vinyl Scratch had given Soundwave strict orders not to wander around town. Least the former Decepticon create a panic among the towns folk. Soundwave obeyed, unwilling to anger the only organics that considered him a friend.

That was all about to change however.

Early one morning, after Vinyl Scratch had just finished giving Soundwave a tune up, an incredibly cheerful pink pony bounced into view, humming a little tune to herself. From what Soundwave could see the pony seemed to have a mane and tail that were as poofy as that "food" the humans called "cotton candy". What was most interesting to Soundwave however, was that on the pony's "flanks" as they were called, there was a trio of balloons. Vinyl Scratch had explained that those sort of things were "cutie marks", which appeared on a pony when they discovered what they were truly good at, and destined to do for their life.

Judging from the balloons Soundwave had a pretty good guess as to what this pony's special talent was. And if memory served him properly, she had not been among the ponies in that angry mob a few days ago.

Vinyl Scratch soon took notice of her visitor, and greeted the mare with a friendly smile. "Hiya Pinkie! So good to see you again! What's shakin?" she said happily.

"Oh, nothing much. I've pretty much just been working my rump off at Sugarcube Corner." Pinkie Pie replied "How's life been treating you Vinyl Scratch?"

Vinyl Scratch groaned a little "Oh man have I been busy! Neon Lights has been working me to the bone to get this new record completed in time!" she explained.

"What about Octavia?" Pinkie Pie asked.

"Life's been a bit kinder to her." Vinyl Scratch said "She's been working on her cello playing to get ready for her next gig. I gotta a feeling it's gonna be great!"

"I see, well tell me all about when it happens!" Pinkie Pie said.

"I will Pinkie. I will." Vinyl Scratch said with a nod.

Pinkie Pie's attention now drifted to the large "thing" that stood a short distance away. She had never seen that before. "Say, what's that big old whatchamacallit doing here? Is that the newest sound blasting equipment or something?" she asked.

"It's not a what, it's a who." Vinyl Scratch said "Pinkie Pie, meet Soundwave. Soundwave, meet Pinkie Pie."

"Greetings to you organic lifeform known as Pinkie Pie. I am Soundwave." Soundwave said, extending his hand as a friendly gesture. He was surprised at how strongly Pinkie Pie shook it.

"Ooh! You can talk?! You can talk! Oh this is so so so so so super duper fantastic! I know I've never seen you before, and if I haven't seen you before then that means you're new in Ponyville, and if you're new in Ponyville then it's my job to give you an official welcome and plan your 'Welcome to Ponyville Party'." Pinkie Pie said, without once inhaling for more air. Soundwave did not know what to say, this organic already defied all explanation. Just thinking about what else she might be capable of hurt his logic circuits.

"Hello?! Hey Mr. Soundwave, are you okay?!" Pinkie Pie asked. The Decepticon quickly noticed that he had zoned out for a moment, unintentionally.

"I am...fine." Soundwave said, a little uncertain of what else to say. This pony seemed to have an endless supply of energy, almost as if though she had consumed several cups worth of that "beverage" the humans called "coffee". He hoped that wasn't the case, because if it was why had no one thought of switching this mare to "decaff"?

"Well that's good, because I think it's time to give you the official 'Welcome to Ponyville Song'." Pinkie Pie said.

"Wait...you are not actually going to sing are you? Tell me she's not" Soundwave asked.

"She is, and there's nothing you can do stop her." Vinyl Scratch said, a smile breaking out across her face.

"Hang on a second, just gotta my welcome wagon." Pinkie Pie said, and raced away. She returned in the blink of an eye with a wagon, and began to sing:

 _Welcome, welcome, welcome. A fine welcome to you._

 _Welcome, welcome, welcome. I say 'How do you do?'._

 _Welcome, welcome, welcome. Hip, hip, hip, hooray!_

 _Welcome, welcome, welcome. To Ponyville toooooooddddddddddaaaaaaaaayyyyyyyy!_

"Okay." Soundwave said "That was...something."

"Wait for it!" Vinyl Scratch and Pinkie Pie said at the same time.

"What are you talking abo-" Soundwave said, only to be cut off when suddenly a stream of confetti shot out of an oven. And then, a moment later, cake batter came shooting out of various cannons. Soundwave barely avoided the goopy substance that rained down around him.

"Oh, silly me. I put the confetti in the cake oven, and the cake batter in the confetti cannon." Pinkie Pie chuckled.

"Again?" Vinyl Scratch asked, although she was fairly certain that by this point Pinkie Pie did that on purpose because it was so expected.

"Yup. Oh well, I'll get it right next time." Pinkie Pie said, and licked herself completely clean. Soundwave could not believe what he saw.

"If you thought that was fun then just wait til tonight!" Vinyl Scratch said.

"Why?" Soundwave asked.

"I'll tell you why. Because I'm throwing you a party! That's why! See you tonight!" Pinkie Pie said and happily bounced away.


	9. Partying Pinkie Pie Style

Soundwave had seriously hoped that "Pinkie Pie" was joking about throwing a party for him. He had just recently befriended Vinyl Scratch and Octavia, and he wasn't really certain if the rest of Ponyville was willing to accept him just yet.

Unfortunately, as Soundwave learned that evening, Pinkie Pie wasn't joking at all. She threw a "Welcome to Ponyville Party" for Soundwave, which, due to the Decepticon's large size, was held mostly outside.

"That Pinkie Pie sure knows how to throw a party!" Vinyl Scratch said.

"I can see that." Soundwave said, uncertain what to make of this "development". If he had things his way, this party wouldn't be taking place right now. Alas he had no such say.

"Lighten up a little will ya? Pinkie Pie's parties are the best!" Vinyl Scratch said "This could be the perfect opportunity for you to make some more friends."

"And who said I _wanted_ to make friends?" Soundwave asked.

"You're an open book Soundwave." Vinyl Scratch teased "I can sense that you were lonely prior to befriending me and Octy. And I can tell that you truly want to have more friends."

"Even if that was the case I wanted to do so on my own terms, not like this." Soundwave protested. He was already noticing the odd looks that the townsponies were giving him, and they did not look very friendly.

"So, just give it a try." Octavia encouraged, she had long gotten use to Pinkie Pie's many parties, and had learned to survive even the craziest of them. "I'm sure that if you just did your best to make a good impression the townsfolk would grow to like you."

"Octy's right. What've you got to lose?" Vinyl Scratch asked.

"As I seem to recall, that sort of logic always doomed the humans." Soundwave said. He could remember that such a thing was supposedly called "Murphy's Law", and that it stated "Anything that can go wrong _will_ go wrong."

"Did someone say humans?!" a voice enthusiastically asked. A moment later a mint green unicorn appeared in front of Soundwave. On her flanks rested a cutie mark of a golden lyre.

"Well I didn't', but Soundwave over here did." Vinyl Scratch said.

"You know about humans?!" the unicorn asked, turning her attention to Soundwave.

"I do. Why do you ask?" Soundwave asked, unsure of what else to say.

"I've always believed that humans exist, but no one will ever believe it!" the unicorn explained "Oh, by the way, the name's Lyra. Lyra Heartstrings to be precise. Pleased to meet you Mister..."

"I am Soundwave." Soundwave said "I am... delighted to meet you Lyra Heartstrings."

"Just call me Lyra, everyone does." Lyra said "Well, except for my best friend Bon-Bon. But that's different." Lyra then seemed to make a rather high pitched noise, and smiled innocently. Soundwave got the feeling that perhaps there was more to this "Bon-Bon" then just being Lyra's friend. Now that he thought about it, this town seemed to heavily female dominated in comparison to Detroit. In that city it was the males that always seemed to be everywhere.

"I see you befriended Lyra." Octavia said "You probably wouldn't believe me if I told you that she and I use to be roommates in Canterlot. But it's true."

"What led to the two of you splitting up?" Soundwave asked.

"I don't really know. I just figured life in Canterlot wasn't for me." Octavia said "I still couldn't believe it when Lyra moved in across the street. She still won't tell why she did so."

"Very interesting." Soundwave said. At some point he would have to speak to Lyra, and see if he could pry that secret out of her.

The party went off without a hitch, for quite a while anyway. Then there was trouble.

"Why don't you watch where you're going you big bucket of bolts?!" a cyan pegasus mare snapped.

"I am sorry. I did not intend to hurt you." Soundwave apologized.

"Yeah right! You're like six hooves tall!" the pegasus mare snapped back.

"Rainbow Dash! Will you kindly stop pickin' a fight with that...whatever that thing is?" Applejack scolded.

"But Applejack he tried to crush me with his giant legs!" Rainbow Dash said "Besides! He started it!"

"I don't care who started it! I'm finishin' it!" Applejack said sternly "Now you'd best turn around and apologize! Don't make me use my rope, 'cause I will."

"You wouldn't!" Rainbow Dash said.

"Try me!" Applejack said.

Rainbow Dash sighed. "I'm sorry." she said "I guess my temper got the best of me, again. Just, don't sneak up on me next time. You know, give me a little warning before you step. I don't wanna be a pony pancake!"

"Apology accepted Rainbow Dash." Soundwave said "And you have my word as a Decepticon that I will not harm you ever again."

The instant the word Decepticon was spoken there was a tense silence. Aside from Vinyl Scratch and Octavia no one knew what a Decepticon was. But considering it had the word deception in it, as well as con, it did not sound like a very friendly term.

Soundwave tried to bring the situation under control before it escalated. "What I meant to say was" but he was too late. Now everypony in Ponyville was staring at him. And he did not like it. "Scrap." he muttered.


	10. Soundwave's Unfriendly Past

Soundwave didn't like the looks he was getting from all of the ponies. With the exception of Vinyl Scratch, Octavia, and Pinkie Pie, everypony was looking at him with looks of concern. And if he didn't know any better, anger. Which seemed odd considering how peaceful they seemed to be.

"What's a 'Decepticon'?" a pony asked.

"I don't know." another pony replied.

"Is it good, or bad?" a third pony asked.

"I have no idea." a fourth pony said.

"Well, I for one, would like to find out." a fifth pony said "Twilight, do you know anything about a 'Decepticon?"

"No I don't Rarity." Twilight said.

"Well don't you have some kind of egghead way of finding out?" Rainbow Dash asked.

"I assure you that such a thing is not as easy you may think." Twilight said "Magic isn't something that can just solve any problem that comes along. There are limits to it. And I'm no miracle worker."

"Do you at least have something that could answer our question?" Applejack asked.

"There is one thing I could try." Twilight said "Remember our fight against Discord?"

"Ugh! Don't remind me!" Rainbow Dash groaned "And your point is?"

"I could potentially use something similar to that memory spell I used to free you girls from his mind control." Twilight explained "But there is a catch."

"What is it?" Fluttershy asked.

"Seeing as this spell will be cast on a robot, and not a pony, I will have adjust the spell a little. And I don't know what might happen. So I ask all of you to stand back. And if anything happens please don't panic." Twilight explained.

"We'll try to keep that in mind." Rarity said "Best of luck Twilight."

"Thanks for your support." Twilight said, and began to approach Soundwave. Everypony else began to back up, except for Vinyl Scratch. She raced forward and stood between Twilight and Soundwave.

"Stop!" Vinyl Scratch said "I don't want you to hurt Soundwave. I know him better than you do, and I know he's harmless."

"I'm sure you believe that, but it's your word against ours." Twilight said "I'm really sorry cousin Vinyl, but I have to do this. This is the only way I can be certain if we have nothing to fear from him."

"So you're gonna hurt him?!" Vinyl Scratch asked.

"This shouldn't hurt him." Twilight explained "That much I can promise you. Now please stand aside."

Vinyl Scratch sighed "Oh, alright. But I'm warning you Twilight, if you hurt Soundwave in any way, shape, or form, I will not hesitate to blast you with my bass cannon on full power!"

"Thanks for the moral support." Twilight said sarcastically, and approached Soundwave.

"What are you going to do to me?" Soundwave asked.

"I'm gonna have a little look into your past, to decide if you are friend, or foe." Twilight explained, and lit up her horn. "Now, hold still. If you move I can't promise you won't be harmed." Soundwave reluctantly obeyed as Twilight flew up, placing her horn on the Decepticon's head. Before long Soundwave's memories began to appear.

"I am Soundwave." a much smaller version of the bot said. The tiny bot was completely lacking of any of the distinctive features of the fully built Soundwave, including the logo. Twilight watched as the "human being" called "Sari" used her mysterious key to upgrade Soundwave again and again, whenever she felt he wasn't cool enough as it was. With each upgrade Soundwave began to gain a few features, including two little speakers that were mounted on his shoulders.

"No. I will not serve you, or anyone." the upgraded Soundwave said, rebelling against the voice of Megatron. As the memories continued Twilight witnessed Soundwave's hatred for humanity was born, and how he was "convinced" that humans wished to enslave machines. And then she saw Soundwave make the decision that would change his life.

Soundwave somehow managed to lure several pieces of machinery over to him, they attached themselves to the robot, and slowly built him up. At last the upgrade was complete. Soundwave now had a body made of earth metals, and Twilight took notice of the fact that the body seemed to be a purple color, instead of blue.

"Soundwave transform!" Soundwave shouted, turning into his newly acquired vehicle mode. From there the memories showed him trying to control every machine in the city of "Detroit". Only to be defeated by "Bulkhead".

Twilight was shocked to see that the memories continued from there. Showing how Soundwave rebuilt himself into what he now was, as well as showing him building "Laserbeak" and "Ratbat". And gaining a new voice. She then saw Soundwave take his revenge on the "Autobots", trapping them in an illusion, and brainwashing them into serving him.

The memories seemed to fly by as Twilight watched Soundwave's carefully constructed plan fall apart. And then:

"Time to change your tune Soundwave." "Optimus Prime" said "Operation: Face the Music." The "Autobot leader" proceeded to leap up, and whack Soundwave repeatedly with "Ratbat". Smashing the once proud "Decepticon" into scrap.

From there the memories showed how Soundwave came to Equestria, his attempt to start a robot revolution, and how Vinyl Scratch managed to open up his spark to the magic of friendship.

Twilight winced slightly as the spell wore off.

"Well?" Rainbow Dash asked "Can we trust him?"

Twilight paused. She had to think really hard about what to say next. On the one hoof the memories didn't lie, and they showed that prior to his arrival in Equestria Soundwave had been nothing but trouble. But on the other hoof the most recent memories showed that such a thing may no longer be the case, and the "Decepticon" could just be lonely.

"Come on Twilight. Tell us!" Rainbow Dash demanded.

Twilight sighed "I think we don't have anything to worry about from Soundwave. He may be a 'Decepticon', but I think that such a title doesn't really fit him anymore. Right now it would seem that he's perfectly content just to make some friends."

The mood and suspicion of the ponies defused shortly after that statement. And for the rest of the evening Soundwave actually started to enjoy himself. All the same he was glad when the party was over.

"See ya in the morning Soundwave." Vinyl Scratch yawned.

"Indeed I will." Soundwave said.


	11. The Lyres Tells No Lies

Soundwave felt like an enormous weight had been lifted off of his shoulder joints when the ponies of Ponyville accepted him. It was so nice to not have to worry about being judged unfairly for something he did.

There was one thing however that still lingered in the Decepticon's mind. And that was the very unusual vibe he had gotten off of the unicorn named Lyra, when she had said that "Bon-Bon" was her friend. Soundwave suspected that something was up, and was going to find out what it was. And, if it at possible, do his part to help.

He told no one about this however, so Vinyl Scratch was a little bit concerned when Soundwave seemed to wander off, after his now routine morning maintenance, courtesy of Vinyl.

Lyra was most certainly not expecting Soundwave to show up. In fact she was not expecting anyone to be with her today, except for Bon-Bon. It came as quite a shock when Soundwave arrived at her front doorstep.

"Oh, hey Soundwave." Lyra said, a hint of nervousness and uncertainty in her voice "So nice of you to drop by and visit. What brings you here?"

"There is something that I wish to discuss with you Lyra." Soundwave explained.

"What sort of something?" Lyra asked "Did I do something wrong?"

"No. But I can sense that you are not being completely honest with me." Soundwave said "I want the truth. What is the status of your 'relationship' with the pony you call 'Bon Bon'?"

"I told you already, we're friends, nothing more!" Lyra said, instantly getting defensive.

Soundwave could see through the lie easily. "I will ask you again. What is really going with you and 'Bon Bon'?" the Decepticon said, glaring slightly at Lyra as he spoke.

"I told you the truth. Are you deaf or something?" Lyra asked.

"This is your last warning Lyra!" Soundwave said sternly "If you do not tell me the truth, I will have no choice but to blast you with the loudest music I have stored in my databanks! What role does 'Bon Bon' play in your life? What does she really mean to you? I know that you are more than just friends."

Lyra sighed "There's just no way to hide anything from you is there?" she said and promptly sighed "You win Soundwave. I'll confess."

"Good. My audio receptors are ready. Do not hesitate, tell me everything I need to know." Soundwave said.

"Why do you care?" Lyra asked.

"Because I want to be your friend. And friends help each other. Is that not true?" Soundwave asked.

"It's true." Lyra said, and sighed once again "Me and Bon-Bon? The truth is...she's...I...the thing is..."

"Is something wrong?" Soundwave asked.

"I really don't feel comfortable disclosing this." Lyra said, a hint of sadness in her voice.

"If you do not tell me what is troubling you I cannot help you." Soundwave said "Please tell me. I assure you that I will not judge you."

"Do you really mean it?" Lyra asked.

"Yes." Soundwave said "You have my word as a friend. Now tell me."

"Alright." Lyra sighed "I...have issues. I don't really know how to put this, but I can't live if I don't have someone who can support me, at least on a moral level. For some reason I have trouble with self confidence."

"I see." Soundwave said "But what does this have to do with 'Bon Bon'?"

"It's complicated really, I'll try my best to explain." Lyra said "Remember when Octavia told you that I use to be her roommate during her Canterlot days?"

"Yes." Soundwave said.

"Well, the reason Octavia left, is because of me." Lyra said "I started getting obsessed with playing the lyre, and kept begging Octavia to come to my concerts. But I never once returned the favor. I kept feeling like my best just wasn't enough, and Octavia eventually got sick of it. And she moved out. She told me not to show my face to her until I had learned my lesson."

"Did Octavia know about your low self-esteem issues?" Soundwave asked.

"No, that I think it would've mattered." Lyra said sadly "Without Octavia I just couldn't go on. I lost all desire to play the lyre, and I became depressed. I eventually decided to move to Ponyville to forget about Octavia, and hopefully start fresh. But upon arriving I discovered that Octavia had moved in and befriended another mare. You know who it is."

"Vinyl Scratch?" Soundwave asked.

"Indeed." Lyra said "That very nearly broke me. And that was when I met Bon-Bon. She felt sorry for me, took me in, and helped me get back on my hooves. She even didn't mind my obsession with human beings. She took me to therapy, and I seemed to get better. But then I heard rumors that Octavia and Vinyl Scratch might be getting more 'deeply connected' so to speak, and I suffered a relapse. I didn't know what to do. I almost felt like life had no meaning anymore, and it wasn't until Bon-Bon took action that I got better. But I never fully recovered from that trauma. And although I know now that the rumors about Octavia and Vinyl Scratch were false, it's too late. I'm still the same sad mare that Octavia couldn't stand to look at. And that's my story."

Soundwave was silent as he took in all of this information. He never would've imagined that Lyra, or anypony for that matter, could have such a sad history. In a way it almost reminded him of himself.

"Thanks for listening, Bon-Bon is the only other one who's ever truly been there for me. And the only other one I've ever poured out my heart and soul to." Lyra said.

"As I believe the saying goes 'That's what friends are for.'" Soundwave said "And now that I know how much you are suffering, I intend to do something to correct this once and for all!"

"What are you going to do?" Lyra asked.

"You will see." Soundwave said.


	12. Making Things Right

Soundwave soon made a plan to help Lyra and Octavia patch things up. It was rather straightforward. All he had to do was help Lyra overcome her self confidence issues as best he could. Then he could show off the new and improved Lyra to Octavia and Vinyl Scratch. Hopefully to great effect.

But in order for his plan to work no one could know about it, except Lyra, who was sworn to secrecy. So Vinyl Scratch and Octavia were quite confused when Soundwave kept wandering off every morning, after his usual round of maintenance from Vinyl Scratch.

Bon-Bon (who Soundwave was soon introduced to) was every bit as surprised. She had gotten use to a lot of Lyra's antics, but hanging out with some kind of transforming robot was strange even for the usually straight faced mare. Whenever she asked what was going on, Lyra or Soundwave, would tell her that it was a secret, and that she could not know what was going on.

"How was that?" Lyra asked Soundwave. Per the Decepticon's instructions she was to play the lyre as often as she could, and as best as she could. "Was that okay?"

"That was more than okay. That was outstanding." Soundwave said.

"Oh, you think so huh?" Lyra asked, a little unsure of herself. Soundwave soon took notice.

"You must learn to shut out the voices that tell you you are not doing a good job." Soundwave instructed "Otherwise you will never be able to show Octavia that you have changed."

"I know. I'm trying my best, really. But it's so hard." Lyra said.

"You just have to keep trying until you can do it with ease." Soundwave said.

"So, do you want to play it again?" Lyra asked.

"Yes." Soundwave said "I want you to keep playing until we can both agree on how well you performed. Then we'll know that we're ready."

This series of "lessons" went on and on for the better half of a month. At first progress was slow, and Lyra very nearly broke down on several occasions. But Soundwave refused to give up on her, and did everything he could to offer Lyra his support. Eventually Lyra began to improve. The changes were minimal at first. In fact they were so minimal that you could hardly notice them. But Soundwave did, and he encouraged Lyra not to give up. Finally, after weeks of repeated "lessons", Lyra finally seemed to overcome her self confidence issues. She even performed for Bon-Bon, and had no trouble believing she had done a good job.

Now came the tricky part, performing for Octavia, in order to show just how far she had come. Soundwave knew that this would not be easy. But he had faith in Lyra, and was sure that with the help he had given her she would pull it off.

"You wanted to see me Soundwave?" Octavia asked one morning.

"Yes." Soundwave said "I have a very special surprise planned for you this evening. And I think you are very much going to like it."

"What is it?" Octavia asked.

"I cannot tell you, it is a surprise." Soundwave said "All you need to know is that I have been personally working on it for a long time. And I am finally convinced that you are ready."

"Ready for what?" Octavia asked.

"You will see." Soundwave said, and set off.

"This is it!" Lyra said. somewhat excitedly, and somewhat nervously "Today's the day! I'll finally get the chance to show Octavia how far I've come!"

"Indeed. Are you ready?" Soundwave asked.

"As ready as I'll ever be." Lyra said.

"Just to be sure, let us have one last 'lesson'. Just to make sure that everything will go as we have planned." Soundwave said.

"Alright." Lyra said.

"What is taking Soundwave so long?" Octavia asked "It's nearly sundown and I still haven't see him, or that 'surprise' he said he had planned for me."

"I'm sure he'll show up soon Octy." Vinyl Scratch said "He's probably just making sure that everything is ready. As a matter of fact he here comes now."

"Octavia, it is my great pleasure to present to you, a pony that was once part of your life. And now seeks your forgiveness, and acceptance." Soundwave said "I present to you Lyra Heartstrings!"

"Lyra?!" Octavia gasped.

"That's my name, don't wear it out!" Lyra said cheerfully, her lyre close at hoof.

"You know what to do Lyra." Soundwave said.

"Right." Lyra said, picking up her lyre, and proceeding to play a little song.

Octavia and Vinyl Scratch were speechless. They had never heard, or seen Lyra play so confidently before. It was almost as if though she was a completely different mare now.

If he had a face, instead of just a glaring lens, Soundwave would've been smiling. Now he had extended the magic of friendship to someone else, and helped them get back on their hooves. It was hard to believe that he had once thought that all his life revolved around was starting a machine revolution. Well not anymore.

When the song was finished Lyra was still incredibly confident. Vinyl Scratch and Octavia did not know what to say.

"Well...that was...something." Vinyl Scratch said.

"I never knew you could play so well." Octavia said "What happened to you Lyra? What brought about this sudden change for the better?"

"You have Soundwave to thank for that." Lyra said.

"Is this true?" Octavia asked Soundwave.

"Indeed it is." Soundwave replied "And now, I believe Lyra has something she wants to say to you."

"What is it Lyra?" Octavia asked.

"I just wanted to say that, I'm sorry for the way I acted all those years ago. I didn't tell you this, but I had self confidence issues, and I needed someone to be there for me." Lyra explained "When you left my life I almost couldn't go on. If it weren't for Bon-Bon I might not still be around today. Soundwave helped me to overcome my troubles though. So, can we start over? As friends?"

"Of course Lyra." Octavia said happily "And I'm sorry, I didn't mean to be so hard on you. I probably should've given you the benefit of the doubt."

"That's alright. I don't blame you." Lyra said.

"I can't thank you enough for this Soundwave." Octavia said.

"Do not mention it. After all, is this not what friends are for?" Soundwave asked.


	13. Moving On

Soundwave stayed in Ponyville for at least another month. And as time passed everypony began to slowly warm up to him. Some more then others.

His closest friendships were still with Vinyl Scratch, Octavia, and Lyra. All of whom were now good friends, all thanks to Soundwave.

All things considered the "former" Decepticon (he really didn't feel like the title suited him anymore) had adapted to life in Equestria pretty well.

But eventually Soundwave began to conclude that he would not be content to simply live the rest of his days in Ponyville. He needed to think bigger and bolder. There were other towns and cities that did not know who he was, and he was intent on changing that.

After studying the layout of Equestria for several weeks Soundwave made it known that he would leave Ponyville behind to travel all of Equestria, and make himself known. Everyone was sad to see him go.

The day before Soundwave was slated to leave Pinkie Pie insisted on throwing him a "Goodbye/Happy Trails Party" at Sugarcube Corner. The big bot, having gotten used to the party pony's antics, agreed. Everyone was anyone showed up at the party that evening. Most of them came to say their farewells, and a few, who knew him personally, thanked him for all he had done for them during his stay. The Mayor even dubbed him an honorary citizen of Ponyville, and made it known that he was welcome to return at any time.

"We're gonna miss you Soundwave." Pinkie Pie said when the party was over "Ponyville won't be the same without you."

"I suppose I can agree on that much." Rainbow Dash said, a hint of sorrow in her voice. She had never really gotten to know Soundwave all that much, mostly because (although she'd never admit it) his size kind of frightened her. But she had gotten use to seeing him, and she knew it would be hard to get use to him not being around.

"Do you really have to go away Mr. Soundwave?" Sweetie Belle asked. She remembered how, after becoming friends with the transformer, Diamond Tiara and Silver Spoon had quickly stopped picking on her and her fellow cutie mark crusaders.

"I am afraid that I do." Soundwave replied "If Equestria is truly my new homeworld then I must know every square inch of it. From the shore of Baltimare, to the arctic tundra of The Frozen North and The Crystal Empire."

"There's really no way to talk you out of this is there?" Twilight asked.

"You are correct Twilight Sparkle." Soundwave said. He knew she always prefered to just be called Twilight, but he always felt Twilight Sparkle sounded better. At first he had called her princess, but she had quickly made it known that none of her friends called her that.

"Don't forget about me now you hear?" Vinyl Scratch said.

"I would not dream of it." Soundwave said "I promise that I will remember all of you in my thoughts, and in my spark. But do not grieve in my absence. For one day, though I do not know when, I shall return."

"We will await that day with great joy." Octavia said.

"I would expect no less." Soundwave said.

The very next day everyone gathered at the edge of Ponyville to see Soundwave off. A few ponies shed tears, but for the most part everyone stayed strong. Soundwave told the crowd that he would try his best to keep in contact, and also told them that they should do their best to carry on without him. And with that he set off, and everyone waved goodbye to him until he was out of sight.

"I shall miss them all very much." Soundwave said as he left the border of Ponyville "But for now there are other ponies who have yet to meet me, and I shall do my best to leave a good first impression on them."


End file.
